Eric Shaff
Seres TherapeuticsAbout Eric D. Shaff
Eric D. Shaff (age 49) is President & Chief Executive Officer of Seres Therapeutics and a director since January 2019; he is not independent under Nasdaq rules because he is a current employee. He holds a B.A. from the University of Pennsylvania and an M.B.A. from Cornell University and previously served as CFO/COO at Seres (2014–2019) with earlier finance and corporate development roles at Momenta and Genzyme. As of the 2025 proxy, his current term is Class I through the 2028 annual meeting, if re‑elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seres Therapeutics | CFO (2014–2019); EVP COO & CFO (2018–2019) | 2014–2019 | Led finance/operations during scale‑up prior to CEO transition |
| Momenta Pharmaceuticals | VP Corporate Finance | 2012–2014 | Managed accounting, finance, planning; supported IR |
| Genzyme Corporation | Various finance & corporate development roles; VP Finance/Controller, Personalized Genetic Health | Pre‑2012 | Financial leadership in biopharma division operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sigilon Therapeutics, Inc. | Director | 2017 – Aug 2023 | Prior public board service ended Aug 2023 |
Board Governance
- Board structure: Classified board (3 classes), 9 directors; independent Chair (Stephen A. Berenson). Directors may only be removed for cause (proposal to eliminate supermajority pending in 2025 proxy). Shaff is a Class I nominee for a term ending 2028 if re‑elected .
- Committee memberships: All four standing committees (Audit; Compensation & Talent; Nominating & Corporate Governance; Science & Clinical Development) are fully independent. Shaff does not serve on any committee (consistent with best practice for executives) .
- Independence: Board has determined all directors except Shaff are independent under Nasdaq rules .
- Attendance: Six board meetings in 2024; each director attended at least 75% of meetings of the board and their committees; all then‑incumbent directors attended the 2024 annual meeting .
- Executive sessions: Executive sessions of independent directors are held at every regular board meeting and each standing committee meeting .
- Risk oversight: Board oversees strategy and enterprise risks; Audit Committee oversees financial, legal, and cybersecurity risk; Nominating & Governance oversees ESG; Compensation & Talent oversees compensation risk .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 685,000 | 685,000 | 700,000 |
| Target Bonus (% of salary) | 60% | 60% | 60% |
| Actual Annual Bonus Paid ($) | 328,800 | 411,000 | — |
Notes:
- 2024 corporate objectives were assessed at 112% but paid at 100% of the corporate component; CEO bonus is 100% based on company performance .
Performance Compensation
| Grant Year | Instrument | Quantity | Exercise/Price | Vest / Performance Conditions | Grant‑Date Fair Value ($) |
|---|---|---|---|---|---|
| 2024 | Stock Options (time‑based) | 637,500 | $1.10 | 25% after 1 year; 6.25% quarterly thereafter (3‑yr tail) | 596,126 |
| 2024 | Stock Options (performance‑based) | 822,580 | $1.10 | 50% vests if 30‑day trailing avg close ≥ $3.00; remaining 50% if ≥ $5.00 | 863,709 |
| 2024 | RSUs (time‑based) | 106,250 | — | 25% first 15th day post 1‑yr; 6.25% quarterly thereafter | 116,875 |
| 2023 | RSUs (performance‑based) | 55,675 | — | 50% vested Oct 27, 2023; remaining 50% on Oct 27, 2024 following FDA BLA approval determination for VOWST | 306,213 |
Additional outstanding CEO equity as of FY‑end 2024 includes prior option and RSU grants detailed in the Outstanding Equity Awards table (e.g., 2023 options 250,000 @ $5.50; 2022 options 500,000 @ $7.38; etc.) .
Other Directorships & Interlocks
- Current external public boards: None disclosed in 2025 proxy; prior: Sigilon Therapeutics (ended Aug 2023) .
- Board ecosystem: Flagship Pioneering affiliates are represented (independent directors Berenson and Biondi); Nestlé Health Science (Société des Produits Nestlé S.A.) holds designation rights for one director while owning ≥10% (designated Dr. Hans‑Juergen Woerle in 2025) .
- Related‑party transactions oversight: Audit Committee reviews related person transactions; a disclosed employee support agreement with SPN (Nestlé affiliate) reimbursed $0.5M in 2024; not a Shaff‑related transaction .
Expertise & Qualifications
- Finance and operations leadership across biotech; prior senior finance roles at Momenta and Genzyme; CEO since 2019 .
- Education: B.A., University of Pennsylvania; M.B.A., Cornell University .
- Prior board experience at a public biotech (Sigilon) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Components |
|---|---|---|---|
| Eric D. Shaff | 2,892,640 | 1.6% | 170,389 common; 2,687,875 options exercisable within 60 days; 34,376 RSUs vesting within 60 days (based on 174,107,525 shares outstanding as of Feb 13, 2025) |
Alignment safeguards:
- Anti‑hedging and anti‑pledging policy prohibits hedging transactions and pledging company securities; no pledging disclosed .
- Company‑wide clawback policy compliant with Nasdaq Rule 10D‑1; administered by the Compensation & Talent Committee .
Fixed vs Performance Pay Mix (2024 CEO Snapshot)
- Salary $685,000; Cash bonus $411,000; Equity grants mix of time‑based options/RSUs and performance‑based options with stock‑price hurdles, emphasizing long‑term alignment and market‑based vesting .
Employment & Contracts (Severance, CIC)
| Scenario (as of 12/31/2024) | Cash Salary Continuation | Bonus | COBRA | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Without Cause / Good Reason (no CIC) | $1,027,500 | $0 | $61,025 | $64,597 | $1,153,122 |
| Qualifying Termination in connection with CIC | $1,027,500 | $616,500 | $61,025 | $146,724 | $1,851,749 |
Key terms: 18 months salary continuation, up to 18 months COBRA; in CIC context, 1.5x target bonus and full time‑based equity acceleration; “best‑pay” cutback (no excise tax gross‑up) .
Director Compensation (Program Reference)
- Non‑employee directors receive: $45,000 cash retainer; Board Chair or Lead Independent Director +$35,000; committee chair/member fees (Audit chair $20,000/member $10,000; Compensation chair $15,000/member $7,500; Nominating chair $10,000/member $5,000; Science & Clinical chair $15,000/member $7,500) and annual stock option grant (60,000 shares if served ≥6 months; increased effective Mar 19, 2024). Employee directors (like Shaff) receive no director compensation .
Compensation Committee & Process
- Compensation & Talent Committee: Members—Kurt C. Graves (Chair), Paul R. Biondi, Richard N. Kender; all independent .
- Independent consultant: Alpine‑Rewards advises on program design, equity share reserves, and market positioning; also analyzed 2025 Incentive Award Plan .
Governance Assessment
Strengths
- Independent Chair; fully independent key committees; executive sessions each regular meeting .
- Robust anti‑hedging/anti‑pledging and clawback policies; related‑party transaction oversight .
Watch items / Red flags
- Say‑on‑pay support fell to ~65% at the 2024 annual meeting, indicating investor concern on pay‑for‑performance (Board cites engagement and maintains annual say‑on‑pay cadence) .
- Nasdaq minimum bid price deficiency notices led to 2025 proposal for a 1‑for‑5 to 1‑for‑50 reverse split; company disclosed going concern uncertainty as of Q3 2024—both raise financing/governance risk optics (dilution risk, capital structure changes) .
- Significant equity reliance and price‑vesting awards can re‑price incentive realizable pay purely from market rebounds; however, 2025 plan disallows repricings without shareholder approval and removes evergreen/share recycling, aligning with best practices .
Policy/structural signals
- 2025 proposals to remove supermajority voting and clarify majority‑of‑votes‑cast standards for authorized share changes reflect responsiveness to a 2024 shareholder simple‑majority proposal and trend toward shareholder‑friendly governance, if approved .
Overall implication: As CEO‑director, Shaff is not independent and does not sit on committees, which is appropriate. Pay design now includes stock‑price hurdles (performance options) and no repricing without shareholder approval, but investor support for pay weakened in 2024. Capital structure actions (reverse split authorization) and prior going‑concern disclosure heighten sensitivity to dilution and oversight effectiveness, making board engagement and pay rigor key for investor confidence .